Restoration of offshore and onshore companies in the UAE

In practice, situations often arise where a company owner, for various reasons, fails to renew a legal entity in the UAE on time. As a result, the company first becomes inactive and, after the period established by the regulator expires, may be struck off the register.

This overview covers the most common reasons for late company renewals, as well as the options, conditions, and procedures for restoring offshore and onshore legal entities in Dubai and other UAE emirates.

It is important to note that in all cases, timely renewal of a company is significantly simpler and less costly than subsequent restoration. If the company is no longer required, formal liquidation in accordance with the applicable rules is strongly recommended, rather than leaving the company unattended.

When company restoration is required

In practice, company restoration becomes necessary in the following most common situations:

1. Existing bank accounts

If a company has corporate bank accounts, the annual renewal of the license and corporate documents is a mandatory requirement imposed by banks.

In the absence of renewal confirmation, the bank may:

restrict account operations;
freeze funds;
require the restoration of the company to resume servicing.

2. Ownership of assets

If assets are registered in the name of an offshore or onshore company (in the UAE or abroad), including:

real estate;
shares in other companies;
intellectual property;
investment instruments,

then, once the company is struck off the register, it loses the ability to manage and dispose of such assets. Any actions involving the assets require the company to be restored first.

3. Existing contracts and business history

In cases where:

contracts are registered in the company’s name;
the company has an established business reputation;
its name is known to partners or counterparties,

restoration may be preferable to liquidation and re-registration of a new legal entity.

4. UAE residence visas

If UAE residence visas were obtained through the company (investor, partner, or employment visas), then in the event of non-renewal of the company:

the visas automatically become invalid;
fines and immigration risks arise.

To renew existing visas or apply for new ones, the company must first be restored.

It is particularly important to note that outstanding fines and fees remain the owner's responsibility, even if the company was effectively “abandoned”.

Company restoration procedure in the UAE: offshore and onshore

The procedure, timeline, and cost of restoration depend on:

the type of company (offshore/onshore / free zone);
the emirate of registration;
the period elapsed since the company was struck off the register.

Offshore companies

RAK ICC (Ras Al Khaimah): As a rule, payment of renewal fees for the missed periods plus administrative penalties is required. In most cases, restoration is possible under a simplified procedure.
JAFZA Offshore (Dubai): In addition to renewal fees and penalties, the regulator may require submission of financial statements for the missed periods.

Onshore and free zone companies

When restoring companies registered in free economic zones or on the UAE mainland, the following is usually required:

payment of the license fee for the current year and the missed years;
payment for an office, flexi-desk, or lease package (depending on the zone);
payment of penalties for late renewal.

The number of penalties may be significant and, in some cases, comparable to or exceed the cost of the standard annual renewal.

Restoration time limits

The possibility of restoring a company is not unlimited.

Within the first year after being struck off the register, restoration is usually possible without significant legal difficulties.
After a longer period, the procedure may be:
- significantly more complex;
- restricted by the regulator;
- or entirely unavailable, requiring registration of a new company.